UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Broad Street Realty, Inc.
(Name of Issuer)
Common Stock, par value $0.01 par value per share
(Title of Class of Securities)
111294 104
(CUSIP Number)
David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 14, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 111294 104
| 1 | NAMES OF REPORTING PERSONS FINCO I Intermediate Holdco LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 2,560,000* |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 2,560,000* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,560,000* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%** |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| * | Reflects 2,560,000 shares of common stock, par value $0.01 par value per share (“Common Stock”), of Broad Street Realty, Inc. (the “Issuer”) issuable upon the exercise of the warrant to purchase common stock (the “Fortress Warrant”) of the Issuer, held directly by CF Flyer Mezz Holdings LLC. |
| ** | Calculation based on 34,325,565 shares of Common Stock outstanding, as of May 8, 2024 (adjusted to reflect 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)). |
CUSIP No.: 111294 104
| 1 | NAMES OF REPORTING PERSONS FINCO I LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 2,560,000* |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 2,560,000* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,560,000* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%** |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| * | Reflects 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant held directly by CF Flyer Mezz Holdings LLC. |
| ** | Calculation based on 34,325,565 shares of Common Stock outstanding, as of May 8, 2024 (adjusted to reflect 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)). |
CUSIP No.: 111294 104
| 1 | NAMES OF REPORTING PERSONS FIG Parent, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 2,560,000* |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 2,560,000* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,560,000* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%** |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| * | Reflects 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant held directly by CF Flyer Mezz Holdings LLC. |
| ** | Calculation based on 34,325,565 shares of Common Stock outstanding, as of May 8, 2024 (adjusted to reflect 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)). |
CUSIP No.: 111294 104
| 1 | NAMES OF REPORTING PERSONS Foundation Holdco LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 2,560,000* |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 2,560,000* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,560,000* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%** |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
| * | Reflects 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant held directly by CF Flyer Mezz Holdings LLC. |
| ** | Calculation based on 34,325,565 shares of Common Stock outstanding, as of May 8, 2024 (adjusted to reflect 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)). |
CUSIP No.: 111294 104
| 1 | NAMES OF REPORTING PERSONS FIG Buyer GP, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 2,560,000* |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 2,560,000* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,560,000* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%** |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| * | Reflects 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant held directly by CF Flyer Mezz Holdings LLC. |
| ** | Calculation based on 34,325,565 shares of Common Stock outstanding, as of May 8, 2024 (adjusted to reflect 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)). |
EXPLANATORY NOTE
The securities reported herein are directly held by CF Flyer Mezz Holdings LLC (“CF Flyer Mezz Holdings”). CF Flyer Mezz Holdings, Fortress Investment Group LLC (“Fortress Investment Group”) and certain of its affiliates (the “Other Fortress Entities”, and together with Fortress Investment Group, “Fortress”) filed a Schedule 13D on November 29, 2022, as amended by Amendment No. 1 thereto filed on December 20, 2022 (collectively, the “Initial Fortress Schedule 13D”). On May 14, 2024, pursuant to an internal reorganization (the “Internal Reorganization”) consummated in connection with a series of transactions involving Fortress management, Mubadala Investment Company (“Mubadala”) and SoftBank Group Corp., in which Fortress management and a consortium led by Mubadala’s wholly owned asset management subsidiary Mubadala Capital, indirectly acquired all of the economic interest in Fortress Investment Group (the “Mubadala Transaction”), the Reporting Persons (as defined below) may be deemed to have acquired beneficial ownership of the securities beneficially owned by Fortress Investment Group at the time of the Mubadala Transaction reported herein. This Statement represents an initial Schedule 13D filed by the Reporting Persons with respect to their beneficial ownership of the securities reported herein. The Other Fortress Entities have separately filed a Schedule 13D reporting their beneficial ownership in Issuer (as defined below) securities. The Reporting Persons intend to file any future required Schedule 13D amendments jointly with the Other Fortress Entities, if applicable.
Item 1. Security and Issuer.
This Statement on Schedule 13D (this “Schedule 13D”) relates to common stock, par value $0.01 par value per share (“Common Stock”), of Broad Street Realty, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 11911 Freedom Drive, Suite 450, Reston, Virginia 20190.
Item 2. Identity and Background.
(a)
| (i) | FINCO I Intermediate Holdco LLC, a Delaware limited liability company (“FINCO I IH”), is the sole member of Fortress Investment Group. |
| (ii) | FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. |
| (iii) | FIG Parent, LLC, a Delaware limited liability company (“FIG Parent”), is the sole member of FINCO I LLC. |
| (iv) | Foundation Holdco LP, a Delaware limited partnership (“Foundation Holdco”), is the sole member of FIG Parent. |
| (v) | FIG Buyer GP, LLC, a Delaware limited liability company (“FIG Buyer”), is the general partner of Foundation Holdco. |
FINCO I IH, FINCO I LLC, FIG Parent, Foundation Holdco and FIG Buyer are collectively referred to herein as the “Reporting Persons.”
(b) The address of the principal business and principal office of each of the Reporting Persons is 1345 Avenue of the Americas, 46th Floor, New York, New York 10105.
(c) Fortress Investment Group is a highly diversified investment manager. The principal business of Fortress Investment Group and each of the Reporting Persons is forming, managing, and/or directly or indirectly participating in investment funds or their investments, as the case may be. Set forth on Annex A attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the “Covered Persons”), and the business address and present principal occupation or employment/role of each of the Covered Persons, and is incorporated herein by reference.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Except as otherwise designated on Annex A, each of the Covered Persons is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On May 14, 2024, as a result of the Internal Reorganization, the Reporting Persons may be deemed to have acquired beneficial ownership of the securities beneficially owned by Fortress Investment Group at the time of the Mubadala Transaction reported herein.
Item 4. Purpose of Transaction.
The Reporting Persons hereby adopt the information set forth in Item 4 of the Initial Fortress Schedule 13D to the extent applicable, and such information is incorporated herein by reference.
Other than as described in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the Covered Persons listed in Annex A currently has any plans or proposals that relate to, or would result in, any of the matters listed in Item 4 of this Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2 and 4 is incorporated by reference in its entirety into this Item 5.
(a) and (b)
All percentages of Common Stock outstanding contained herein are based on 34,325,565 shares of Common Stock outstanding, as of May 8, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed on May 15, 2024, as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 2,560,000 shares of Common Stock issuable upon the exercise of the Warrant (as defined in the Initial Fortress Schedule 13D) held directly by CF Flyer Mezz Holdings.
Each of the Reporting Persons may be deemed to beneficially own and share the power to vote and dispose of 2,560,000 shares of Common Stock, which represents 6.9% of the Common Stock outstanding, comprised of 2,560,000 shares of Common Stock that CF Flyer Mezz Holdings may acquire by exercising the Warrant within 60 days.
(c) Other than as disclosed herein, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of Common Stock of the Issuer.
(d) No person other than the Reporting Persons or the Other Fortress Entities are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons and described in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The Reporting Persons hereby adopt the information set forth in Item 6 of the Initial Fortress Schedule 13D to the extent applicable, and such information is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
| 99.1 | Joint Filing Agreement (filed herewith). |
Additionally, the Reporting Persons hereby adopt the information set forth in Item 7 of the Initial Fortress Schedule 13D and such information is incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
| Dated: May 21, 2024 | FINCO I INTERMEDIATE HOLDCO LLC |
| | | |
| | By: | /s/ David N. Brooks |
| | Name:
| David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: May 21, 2024 | FINCO I LLC |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: May 21, 2024 | FIG PARENT, LLC |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: May 21, 2024 | FOUNDATION HOLDCO LP |
| | By: | FIG Buyer GP, LLC, its general partner |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: May 21, 2024 | FIG BUYER GP, LLC |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
ANNEX A
Directors and Officers of FINCO I Intermediate Holdco LLC:
Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.
| Name: | Principal Occupation/Role: |
| Andrew McKnight | Co-Chief Executive Officer |
| Joshua Pack | Co-Chief Executive Officer |
| Jack Neumark | Managing Partner |
Directors and Officers of FINCO I LLC:
Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.
| Name: | Principal Occupation/Role: |
| Andrew McKnight | Co-Chief Executive Officer |
| Joshua Pack | Co-Chief Executive Officer |
| Jack Neumark | Managing Partner |
Directors and Officers of FIG Parent, LLC:
Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.
| Name: | Principal Occupation/Role: |
| Andrew McKnight | Co-Chief Executive Officer |
| Joshua Pack | Co-Chief Executive Officer |
| Jack Neumark | Managing Partner |
Directors and Officers of Foundation Holdco LP:
Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.
| Name: | Principal Occupation/Role: |
| Andrew McKnight | Co-Chief Executive Officer and Director |
| Joshua Pack | Co-Chief Executive Officer and Director |
Directors and Officers of FIG Buyer GP, LLC:
Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.
| Name: | Principal Occupation/Role: |
